CONCLUSION BY PROJECT COMPANIES IMPLEMENTING OFF-SHORE WIND FARM CONSTRUCTION PROJECTS OF PRELIMINARY AGREEMENTS WITH SUPPLIER OF MONO PILE FOUNDATIONS

The Management Board of the company operating under the business name  Polenergia S.A. (“Issuer”) hereby reports that project companies MFW Bałtyk II Sp. z o.o. and MFW Bałtyk III Sp. z o.o. (jointly referred to as the “Companies”), in which the Issuer holds 50% shares and which are engaged – as part of a joint enterprise of the Issuer and Equinor Wind Power AS – in construction projects of two off-shore wind farms, i.e. MFW Bałtyk II and MFW Bałtyk III (jointly referred to as the “Projects”), signed agreements with SIF Netherlands B.V. (“Supplier”) on 21 April 2023 (separately for each Project Company) on selection of preferred supplier and reservation of production capacity for the production of mono pile foundations (“Mono Piles”) for the wind turbines for each of the Projects (jointly referred to as the “Preliminary Agreements”).

The object of Preliminary Agreements is the Supplier’s liability to reserve production capacity that allows for the manufacturing of the Mono Piles in quantities and within dates compliant with the current project assumptions. At the same time, the Parties became liable for negotiating, in good faith, the agreements for the manufacturing of the Mono Piles for the Projects (“Final Agreements”). The negotiations are going to be held on the basis of an offer received from the Supplier for 90 Mono Piles (jointly for both Projects; the number is going to be verified at the stage of design). The contractual price for the Final Agreements, estimated on the basis of the Supplier’s offer, approximates EUR 161.4 million for MFW Bałtyk II and EUR 196.1 million for MFW Bałtyk III. The contractual price is going to be updated during the conclusion of the Final Agreements. The final contractual price is going to depend, in particular, on the price of steel, final design intent and final determination of variable rates and indexation. The Final Agreements are going to be concluded by 1 October 2023 (“Final Date”).

The Final Agreements may be terminated only in cases listed therein, while if the Company exercises the right to terminate the Preliminary Agreements without a cause or in case of termination of these agreements by the Supplier due to causes pertaining to the Companies or after the ineffective lapse of the Final Date, the Companies will become liable for settling the cancellation fees for the Supplier’s benefit (“Cancellation Fees”); their amount is going to depend on the date of termination of the Final Agreements, and simultaneously is going to be bound to the estimated value of the contractual price.

In relation to the signing of the Preliminary Agreements, the Issuer will have to offer a guarantee for the liabilities of the Companies with respect to the settlement of the Cancellation Fee (Parent Company Guarantee, “PCG”). The maximum amount of the Issuer’s liabilities under the PCG will encompass 50% of the amount of the Cancellation Fee specified until the Final Date, i.e. in total approx. EUR 31 million for both Projects. Issue of subsequent PCG will potentially be related to the execution of the Final Agreements, including guarantee for further Cancellation Fees.

After signing the Preliminary Agreements, the Parties will resume negotiations with the view to determining final terms of the Final Agreements.

Legal basis: Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Journal of Laws of the European Union L of 2014, No. 173, p. 1 as amended).